MASUWE AND THE MOSI OA TUNYA MODEL: Project Finance, PPPs and ESG at a World Heritage Destination

Introduction

Zimbabwe’s tourism sector has moved from recovery to expansion. The Zimbabwe Tourism Authority (ZTA) recorded 1.45 million arrivals in 2024, up from 1.04 million a year earlier, earning US$1.16 billion and the 2026-2030 National Tourism Sector Strategic Plan targets US$5 billion in annual receipts by 2030. Momentum has continued. International arrivals rose 11 percent in the first quarter of 2026 and receipts rose 14 percent to US$251 million. First-half tourism investment reached approximately US$132 million, against US$40 million in the same period of 2025, with around US$500 million of hotel projects at various stages of development for completion by 2030.

The central message for investors is that the approval pathway should be designed around the actual function of each entity. When properly structured, the holding company can provide a clear ownership layer, the project company can carry development and financing risk, operating subsidiaries can hold sector licences and a VFIFC or VFEX component can be used where the activity genuinely fits the regulated financial-services framework. This coordinated approach supports Zimbabwe’s UNGA 81 message that the country is open for business while giving shared prosperity a practical legal and commercial foundation.

For MCM Legal, this creates a substantial investor-readiness and transaction mandate. The firm can prepare the approval matrix and coordinate corporate structuring, ZIDA and SEZ applications, MOTDC land rights, PPP and joint-venture documents, exchange-control advice, VFIFC and VFEX analysis, tax and incentive diligence, environmental and heritage compliance, project finance, security, hotel and tourism operating arrangements and local-content and shared-prosperity obligations.

A practical sequence is to map the structure; identify beneficial owners and funding sources; confirm MOTDC’s land authority; incorporate the companies; obtain tax registration; secure ZIDA and SEZ approvals; complete PPP and public-sector checks; address exchange control; determine VFIFC or VFEX licensing; obtain land, planning, environmental, heritage and utility approvals; secure tourism licences; and then execute the land, joint-venture, development, financing and security documents.

Approval Sequence

Because Victoria Falls is a transboundary UNESCO World Heritage property, investors should assess whether proposed development could affect its Outstanding Universal Value, setting or associated ecological systems. Environmental impact assessments, heritage impact assessments, environmental-management plans, water and waste approvals, biodiversity safeguards and community consultation should be treated as conditions of investment readiness, not late-stage compliance exercises.

The holding company may not require a tourism operating licence if it is merely a passive owner. Operating subsidiaries will need licences appropriate to hotels, restaurants, tour operations, conference facilities, medical tourism, sport, retail, transport, education or other activities. Each downstream project will also require planning, construction, utility, fire, health, environmental and occupation approvals.

Tourism, environmental and project approvals

VFEX may provide a potential route for an approved tourism group, infrastructure fund or project company to raise or refinance capital in foreign currency. Listing, prospectus, sponsor, disclosure, governance and continuing-reporting requirements would need to be assessed separately. Neither VFIFC nor VFEX should be presented as automatic funding for an early-stage project.

If the holding structure is intended to use the Victoria Falls International Financial Centre, the proposed activity must be classified before implementation. A passive holding company is different from an investment fund, asset manager, lender, securities dealer, payment provider, insurer or investment adviser. Regulated activities may require VFIFC or sector-specific licences, with requirements relating to capital, substance, directors, fit-and-proper standards, beneficial ownership, anti-money-laundering, reporting and customer due diligence. The 2026 VFIFC regulations provide for applications for licensed activities, while separate rules address securities, capital markets and collective investment funds.

VFIFC and VFEX considerations

Foreign investment, shareholder funding, foreign loans, dividends, interest, management fees, security granted to offshore lenders and repatriation arrangements require Reserve Bank and exchange-control analysis. This is particularly important for a project expected to receive foreign capital and generate tourism revenues in hard currency. SEZ or investment-licence treatment may affect the process, but the applicable approval or declaration should be confirmed for the precise transaction.

Exchange control and foreign-currency flows

The land and conveyancing workstream should verify MOTDC’s authority, title, subdivision, layout, cadastral records, consents, permitted use, lease or sub-grant terms, transfer rights, mortgageability and whether environmental and development obligations bind successors and financiers. Weak or unregistered land rights cannot sustain credible investment structures.

If the structure participates in the MOTDC infrastructure platform or a land-equity joint venture, the PPP review should cover Cabinet approval where required, ZIDA appraisal, PPP Committee processes, procurement compliance, public-finance implications, MOTDC’s authority to contribute land, valuation of the State’s contribution, contingent liabilities and termination compensation.

Masuwe’s Special Economic Zone status does not automatically authorise every activity within the zone. The relevant entity may need approval as an SEZ developer, operator or investor, depending on its function. Incentives and permitted activities may depend on the specific licence and its conditions rather than the zone label alone.

SEZ, PPP and land approvals

A foreign investor should consider approval or licensing under the Zimbabwe Investment and Development Agency framework. The application should identify the ultimate beneficial owners, source and amount of capital, proposed Masuwe activity, land and development rights, employment and domestic linkages, environmental effects, currency requirements and requested incentives. The scope of the approval must be checked against the actual group structure and downstream activities.

The holding vehicle should be incorporated or registered under Zimbabwean company law, with directors, shareholders, beneficial owners, a registered office and statutory records identified. It should also be registered for tax. Incorporation does not, by itself, authorise investment, fund management, banking, securities, insurance, tourism or other regulated activities.

Corporate and ZIDA approvals

The first step for a local or foreign investor is therefore to map the group structure and classify each entity. The holding company should be distinguished from the project company, operating subsidiaries, fund or financing vehicle. This separation can ring-fence liabilities, simplify project finance, clarify licensing and make it easier for investors and lenders to understand where assets, revenues and obligations sit.

A Masuwe holding structure will not have one single approval. The required approvals depend on what the vehicle owns and does: land, shares in project companies, tourism businesses, infrastructure, financial assets or regulated financial services. A passive investment-holding company, a tourism operating company, an infrastructure project company, an investment fund and a VFIFC-regulated financial-services entity may each face a different regulatory pathway.

The holding structure: approvals before capital deployment

The constraint on further growth is increasingly not demand but the enabling infrastructure, and the capital structures needed to fund it. That constraint is most visible at Victoria Falls, the country’s best-known destination and one of very few natural wonders with genuinely global recognition. The Masuwe Special Economic Zone (Masuwe) is the State’s response. Its vehicle, Mosi Oa Tunya Development Company (MOTDC), is a state enterprise under the Ministry of Tourism and Hospitality Industry, and it is testing a model in which the State contributes land as equity while a private partner funds the servicing infrastructure.

This article examines that model from an investment-law perspective. It considers the public-private partnership (PPP) framework within which Masuwe sits, the project finance questions that sponsors and lenders will need to resolve, and the environmental, social and governance (ESG) architecture required at a destination whose principal asset is a UNESCO World Heritage Site. Its central argument is that heritage status is not a constraint to be managed around. It is the source of much of Masuwe’s value, and that value is retained only if environmental protection and total beneficiation are written into the project’s contracts rather than left to its marketing.

1.The Masuwe Transaction: Structure and Significance

MOTDC describes itself as a tourism infrastructure-focused development entity incorporated to lead tourism development at Victoria Falls. It holds a site of roughly 271 hectares within the approximately 1,200-hectare Masuwe zone, about 10km from Victoria Falls City on the Bulawayo road, and plans an integrated resort with hotels, villas, a golf estate, medical tourism facilities, a civic centre, an international finance centre, a duty-free zone, a hotel school and conference facilities. The publicly reported elements of the current transaction are as follows.

Cabinet approved a PPP for bulk infrastructure on Lot 1 of Jafuta Estate on 21 April 2026, with a combined investment of US$92.5 million.

• MOTDC holds 39 percent, valued at US$25.6 million, and the JR Goddard Consortium holds 61 percent, having committed US$66.9 million of infrastructure funding.
• A US$66.9 million Commercial Joint Venture Agreement has been signed between MOTDC and Victoria Seven Investments (Private) Limited, part of the Consortium.
• Water and sewer reticulation, electricity distribution and telecommunications infrastructure, which form the servicing base for later development.

Three features of this structure matter to any investor considering the zone.

First, it is a land-equity PPP. The State converts a sovereign asset into equity, and the private partner funds the infrastructure that makes the asset developable. This avoids a direct fiscal outlay, but it places particular weight on how the land was valued, whether MOTDC had the authority to contribute it, and whether title is clean, registrable and capable of being sub-granted.

Second, the joint venture is a platform, not the destination. Bulk infrastructure opens the site to hotels, residences, healthcare, education and commercial uses that will be delivered by others. Those downstream investors will derive their rights from sub-grants, so the chain of title, the consents behind each link and the design and environmental controls attached to each sub-grant become central legal questions.

Third, the public counterparty is a state enterprise. That does not weaken the proposition, but it means diligence must extend to capacity, corporate and Cabinet approvals and the relationship between MOTDC, its line Ministry and the Zimbabwe Investment and Development Agency (ZIDA).

2.The PPP Framework

The Zimbabwe Investment and Development Agency Act brings investment promotion, PPPs and special economic zones under a single agency. Among ZIDA’s statutory functions are to establish and regulate special economic zones and to appraise PPPs with the State and recommend them to Cabinet. In practice, line ministries conduct the procurement process, ZIDA receives and analyses the resulting proposals, and recommendations pass through the PPP Committee to Cabinet. ZIDA has identified the Public Procurement and Disposal of Public Assets Act, the Public Finance Management Act, the Income Tax Act and the Companies and Other Business Entities Act as the principal related legislation, together with the PPP policy framework and guidelines. The earlier Joint Ventures Act was repealed when the ZIDA Act came into force.

Two further points are worth noting. First, the ZIDA (General Investments) Regulations, 2023 (Statutory Instrument 227 of 2023) provide for investor licensing and registration as separate processes and introduce an investor grievance response mechanism intended to settle early-stage disputes. Second, special economic zone designation is a distinct regulatory step, with developer and operator permits, and the incentives attaching to zone status depend on the permits and conditions granted rather than on the zone label.

Issues sponsors and lenders should test

• Procurement pedigree. Was the private partner selected through a process that the Public Procurement and Disposal of Public Assets Act and the PPP guidelines recognise, or through a documented exception? A defect here can compromise enforceability and financing.
• Valuation and contribution of land. How was the State’s equity valued, and what conditions attach to the contribution?
• Fiscal exposure. Does the arrangement create contingent liabilities, guarantees or minimum-revenue commitments that require Treasury or Cabinet approval under public finance law?
• Change in law and stabilisation. What protection exists against changes in tax, zone incentives or permitting requirements?
• Termination and compensation. What are the events of default, the compensation on early termination, and the treatment of third-party financing and downstream sub-grants?
• Enforcement against a state enterprise. Is the dispute-resolution clause (governing law, seat and forum) workable against a state-owned counterparty, and is the award enforceable in practice?

3.Project Financing : Making Enabling Infrastructure Bankable

Bulk infrastructure is unusual as a project-finance asset. There is no single offtaker paying a capacity charge, as there would be in a power project. Revenue depends on downstream take-up: the sale or lease of serviced land, connection and service charges, and any levies the framework permits. The financial model therefore turns on evidence of demand and on how quickly serviced land converts into developed, occupied and paying property. The legal structure has to compensate for that by tightening every element that lenders can control.

Core structuring features

• Ring-fenced project company. A special-purpose vehicle with clear shareholder agreements, reserved matters, and deadlock and transfer provisions that respect the State’s minority interest.
• Phasing and drawdown. Construction in phases tied to milestones, with drawdown conditions linked to independent engineer certification and, where possible, to pre-agreed uptake of serviced plots.
• Revenue waterfall. Collection and escrow accounts, a defined order of payments, and reserve accounts for debt service and maintenance, in a currency mix that reflects a multi-currency economy.
• Security package. Security over the project company’s interests, contractual rights, accounts and, critically, its land interest, with lender step-in rights and clear rules on the treatment of sub-grants made after financing.
• Completion and performance support. Fixed-price or capped construction contracts, performance security, and sponsor completion undertakings appropriate to the risk.
• Direct agreements. Direct agreements with MOTDC, utilities and key contractors so that lenders can protect their position if a counterparty fails.
• Risk mitigation. Where appropriate, political-risk insurance or guarantees from development finance institutions and multilateral agencies, and consideration of Zimbabwe’s treaty and statutory investor protections.

Title is the bankability test

The most important project-finance question at Masuwe may be the simplest: can each parcel be held, transferred and mortgaged? Hotel developers, residential buyers and their lenders all need registrable rights that a mortgagee will accept. That requires subdivision and survey compliance, a clear leasehold or title structure, and registration mechanics that work at scale. Where this is handled well, the infrastructure financing and the downstream financings reinforce each other. Where it is not, the whole capital stack is affected.

Downstream financing

Investors in hotels, healthcare and mixed-use assets will look to bank finance and, in hospitality, to international operators. Lenders in those transactions will look for management or franchise agreements with lender-friendly termination and step-in terms, evidence that the zone infrastructure is delivered to programme, and an environmental and social risk profile that meets their policies. That final point brings us to the heritage question.

4.Heritage as an Asset: How the World Heritage Listing Adds Value to Masuwe

Mosi-oa-Tunya / Victoria Falls is a transboundary World Heritage property shared by Zambia and Zimbabwe, inscribed in 1989. The zone also sits within the Kavango-Zambezi Transfrontier Conservation Area. The listing is often described as a regulatory burden. We think it is better understood as the project’s principal commercial asset, for four reasons.

• Demand and brand. The Falls give Masuwe an international draw that a generic resort cannot manufacture. World Heritage recognition reinforces that draw, supports premium positioning and gives operators a credible reason to commit to the location.
• A serviced, master-planned district close to a protected natural wonder is a scarce product. Its long-term value depends on the surrounding landscape staying intact.
• Cost and availability of capital. Many international lenders, insurers and development finance institutions apply enhanced due diligence, and in some cases exclusions, to projects affecting protected and internationally recognised areas. A project that demonstrably protects the site can access capital that a less careful project cannot, and may qualify for sustainability-linked terms.
• Product differentiation. Guests increasingly choose destinations for authenticity and conservation credentials. A conservation-led product is a commercial strategy as well as an ethical position.

The same features mean the exposure is real. Climate and water variability is already a documented concern at the Falls and Lake Kariba, and campaign groups have already raised concerns about the potential effect of the Masuwe plans on the World Heritage Site. Because the property is transboundary and listed, changes that may affect its Outstanding Universal Value attract the attention of the World Heritage Committee, its advisory bodies and neighbouring Zambia, in addition to Zimbabwean regulators. Masuwe is about 10km from the town, and whether and how it interacts with the property boundary and buffer zone is something that a properly scoped heritage impact assessment must answer on the record. Early, transparent engagement is the lowest-cost course.

5.ESG Contractual Framework

ESG at a site of this kind should be treated as a set of legal instruments, not a policy statement. The ZIDA Act itself requires the assessment of investment applications to consider environmental impact and the extent to which an investment will establish linkages within the domestic economy, which supports building both themes into the transaction documents from the outset.

Environmental

• Statutory assessments. Environmental impact assessment and approvals under the Environmental Management Act and its regulations for the zone works, and separately for each significant downstream development.
• Heritage impact assessment. A dedicated assessment of effects on the World Heritage property’s Outstanding Universal Value, prepared to recognised international practice and published, with any mitigation carried into binding conditions.
• Master-plan controls as conditions of title. Density, height, lighting, noise, materials, water and waste standards, and no-development areas, written into sub-leases or title conditions so they bind every sub-developer and successor.
• Environmental and social management plan. A plan approved before construction, with independent monitoring, reporting to lenders and the regulator, and financial assurance for rehabilitation.
• Water, energy and waste. Efficiency targets and resilience measures aligned with the region’s climate exposure, and a clear allocation of responsibility for utility performance.
• Carbon and conservation revenue. Where conservation or land-use components can generate value, their interaction with Zimbabwe’s Carbon Trading (General) Regulations, 2025 should be assessed early.

• Community and land engagement. Documented consultation with affected communities, grievance mechanisms, and benefit-sharing that goes beyond employment.
• Labour and safety. Compliance with Zimbabwean labour law and international good practice on working conditions, particularly across contractor tiers.

• Board oversight. Named responsibility for ESG at board level in the project company, with information rights for lenders and MOTDC.
• Covenants and reporting. ESG covenants in financing and shareholder documents, with measurable indicators, defined cure periods and consequences for breach.
• where lawful, and compliance programmes suitable for a project with public-sector partners.

Lenders will benchmark this package against the IFC Performance Standards and the Equator Principles, in particular those on biodiversity and cultural heritage. Meeting that benchmark from the start is materially cheaper than retrofitting it during credit approval.

6.Total Beneficiation: Keeping the Value in the Destination 

Beneficiation is usually discussed in relation to minerals, but the principle transfers directly to tourism. The question is how much of the value created by the destination is captured in Zimbabwe, and by Zimbabweans, at each stage of the value chain, rather than leaving with imported inputs, expatriated margins or a small number of beneficiaries. Total beneficiation at Masuwe would mean value addition at construction, operations, supply and ownership levels.

• Construction and materials. Local sourcing of aggregates, cement, timber, steel fabrication and other inputs and preference for local contractors and professional services, consistent with quality and price requirements.
• Food and hospitality supply chains. Long-term procurement arrangements with Zimbabwean farmers and processors, linking tourism to the agriculture and food value chain.
• Crafts, culture and experiences. Retail and experience space that lets local producers, guides and cultural enterprises trade directly.
• The planned hotel school and training partnerships with operators to build a Zimbabwean management pipeline, so that senior roles are not permanently imported.
• Ownership and participation. The State’s retained 39 percent interest and the residual land value are a form of retained value. Further participation, whether by community trusts, local funds or Zimbabwean investors in downstream projects, can broaden that base.
• Domestic market. Product and pricing that serve Zimbabwean visitors as well as international ones, in line with the national emphasis on domestic tourism.

The legal task is to convert these ambitions into enforceable terms. That means local-content and supplier-development covenants in construction and operating contracts, reporting obligations and verification, training and employment undertakings tied to milestones, and structuring vehicles that can hold community and local-investor participation with proper governance. Beneficiation clauses that lack measurement and consequence are unlikely to survive contact with a cost overrun. Those with clear indicators, and support for the local firms expected to deliver, tend to be more durable.

7.Protecting the Natural Environment : From Principle to Enforceable Discipline

Protection of the natural environment is what links the heritage argument, the ESG package and the beneficiation agenda. It is also where projects are most often judged. Four disciplines will matter most.

• Prevention through design. Environmental limits should be set before land is sold, so that they are priced into every transaction and cannot be traded away later.
• Binding on successors. Conditions must run with the land or be embedded in sub-grants, so a sale does not cancel the protection.
• Independent verification. Monitoring by a party without a commercial stake, with results reported to lenders, regulators and, where appropriate, the public.
• Financial consequence. Rehabilitation security, sustainability-linked pricing and default provisions that give environmental breaches real weight in the financing.

A project that adopts these measures is easier to defend to regulators, lenders, insurers and the public and is more likely to keep the attributes that make the destination worth investing in.

8.Risk Allocation

Risk at Masuwe is best understood as a chain, in which each link depends on the one before it and the documents should allocate it in that order. Everything starts with title: if the land contributed to the joint venture and each sub-grant made from it, is not clean, registrable and lendable, no downstream investor or lender can rely on what it is buying. Title in turn depends on the validity of the PPP itself, meaning a defensible selection process and the Cabinet, ZIDA and the public-finance approvals behind it and these are best dealt with through procurement review, conditions precedent and legal opinions before funds are committed.

Once the rights are secure, the risk moves to delivery. Every downstream project depends on the bulk infrastructure arriving on time and to specification, so the sponsors should hold the delivery risk through milestones, delay remedies and step in rights, supported by an independent engineer. Delivery risk then feeds demand risk, because revenue depends on how quickly serviced land is taken up and that is best managed through phased drawdown, reserve accounts and a staged sales strategy rather than assuming full uptake. Alongside these commercial risks sits the heritage and environmental risk, which is unusual because it can stop a project regardless of how well the other risks are managed. The party best placed to control it is the developer , through impact assessments, controls attached to title and independent monitoring and lenders will expect it to bear the consequences of a breach.

The remaining risks are financial and structural – currency and repatriation, which are addressed through currency-of-contract terms, remittance provisions, investor registration and political risk cover, zone incentives, which should be confirmed in writing and protected by stabilization and change-in-law clauses rather than assumed from the zone label, and disputes, where a state-linked counterparty and multiple phases call for a clear governing law, forum and enforcement route, with escalation and mediation steps before formal proceedings. Allocating each risks to the party thar can control it at the lowest cost and documenting that allocation consistently across the joint venture, financing and sub-grant documents, is what makes the structure bankable.

Outlook

Masuwe brings together the elements that global capital says it wants from African tourism: a globally recognised asset, a State prepared to contribute land, private capital committed to infrastructure, and a policy framework aimed at investment facilitation. It also carries the tests that such projects usually face, namely the integrity of the PPP process, the bankability of the underlying rights and credible protection of the natural asset on which the destination depends.

The theme adopted for Zimbabwe’s investor engagement at this year’s UN General Assembly, “Global Challenges. Zimbabwean Solutions. Shared Prosperity”, is a useful yardstick. For Masuwe, the global challenge is financing infrastructure and protecting a natural wonder at the same time. The Zimbabwean solution is a land-equity PPP that puts the State’s asset to work. Shared prosperity is delivered only where beneficiation and environmental protection are drafted into the documents and enforced. Investors who treat those questions as first-order legal workstreams, rather than late-stage compliance, are likely to move faster, finance more cheaply and hold value longer.

Contributors

MCM Legal is a Harare-based law firm and a member of the Law Society of Zimbabwe. The firm acts for local, diaspora and foreign investors, financiers and corporates, and advises across investments and ESG, commercial and corporate law, banking and finance, mergers and acquisitions, energy and independent power projects, mining, lands and agriculture, property and conveyancing, and litigation and alternative dispute resolution. Its published research includes work on Zimbabwe’s investment and PPP framework, the treaty and statutory protection of foreign investors, and foreign participation in reserved sectors, alongside a Foreign Investment Guide for investors entering the market

Basis for the Article : MCM Legal was not instructed on, and does not act for any party in, the Masuwe transactions. The commentary above draws on publicly available information, including Cabinet and Ministry statements and press reports and on the general law. We have not reviewed the transaction agreements, and nothing here is advice on any specific transaction.